Perceptive Capital Solutions Corp and Freenome Announce Effectiveness of Registration Statement for Proposed Business Combination
Rhea-AI Summary
Perceptive Capital Solutions (Nasdaq: PCSC) and Freenome announced that the Form S-4 registration statement for their proposed business combination was declared effective by the SEC on June 17, 2026.
An extraordinary general meeting of PCSC shareholders is set for July 9, 2026, with closing anticipated in July 2026, subject to conditions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Positive
- SEC declares Form S-4 for PCSC–Freenome business combination effective on June 17, 2026
- Extraordinary general meeting of PCSC shareholders scheduled for July 9, 2026
- Parties anticipate closing the PCSC–Freenome business combination in July 2026, subject to conditions
Negative
- Business combination closing in July 2026 remains subject to satisfaction of closing conditions
News Market Reaction – PCSC
On the day this news was published, PCSC declined 0.72%, reflecting a mild negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Regulatory & Risk Context
Reported short interest reflects relatively low short positioning, suggesting constrained short-squeeze potential and a more moderate contribution to volatility from short covering.
Key Terms
registration statement regulatory
form s-4 regulatory
business combination financial
record date regulatory
proxy statement/prospectus regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
– Extraordinary General Meeting of Perceptive Shareholders Scheduled for July 9, 2026
The extraordinary general meeting of PCSC shareholders in connection with the Business Combination (the "Extraordinary General Meeting") will be held on July 9, 2026. The definitive proxy statement/prospectus relating to the Extraordinary General Meeting will be mailed to PCSC's shareholders of record as of the close of business on the record date of June 12, 2026.
The parties anticipate that the Business Combination will close in July 2026, subject to satisfaction of the conditions to the closing of the Business Combination.
About Freenome
Freenome is an early cancer detection company developing blood-based tests to detect cancer when it is most treatable. The company recognizes that no single technology can identify every cancer due to the disease's inherent heterogeneity. Freenome's approach combines a multiomics platform that analyzes multiple signals in the blood with artificial intelligence and machine learning to tune into cancer's subtlest clues, even at the earliest stages of the disease.
About Perceptive Capital Solutions Corp
Perceptive Capital Solutions Corp (Nasdaq: PCSC) is a special purpose acquisition company formed for the purpose of entering into a combination with one or more businesses or entities. PCSC's sponsor is an affiliate of Perceptive Advisors, a leading life sciences focused investment firm. PCSC is led by Chairman Joseph Edelman, CEO Adam Stone, Chief Business Officer Michael Altman and Chief Financial Officer Sam Cohn.
Additional Information about the Proposed Business Combination and Where to Find It
As previously disclosed, PCSC, Freenome, StarNet Merger Sub I, Corp., a Delaware corporation and a wholly-owned subsidiary of PCSC, and StarNet Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of PCSC, entered into a definitive business combination agreement, dated as of December 5, 2025 (as it may be further amended, restated, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), pursuant to which, subject to the satisfaction or waiver of the conditions therein, the parties thereto will consummate the Business Combination. Upon closing of the transaction, PCSC will be renamed "Freenome, Inc." ("New Freenome"). The Business Combination will be submitted to shareholders of PCSC for their consideration. PCSC and Freenome jointly filed a registration statement on Form S-4 (the "Registration Statement") with the U.S. Securities and Exchange Commission (the "SEC"), which was declared effective by the SEC on June 17, 2026, and includes a proxy statement/prospectus that is both the proxy statement of PCSC and a prospectus of New Freenome relating to the shares to be issued in connection with the Business Combination (the "Proxy Statement/Prospectus"). The definitive Proxy Statement/Prospectus will be mailed to PCSC's shareholders of record as of June 12, 2026, the record date established for voting on the Business Combination. PCSC, Freenome and/or New Freenome may also file other relevant documents regarding the Business Combination with the SEC.
Before making any voting or investment decision, PCSC shareholders, Freenome stockholders, and other interested persons are urged to read the definitive Proxy Statement/Prospectus and other documents previously filed with the SEC in connection with the Business Combination, because these documents contain important information about PCSC, Freenome, New Freenome and the Business Combination. Shareholders can obtain free copies of the Registration Statement, the definitive Proxy Statement/Prospectus and other documents filed by PCSC with the SEC, without charge, at the SEC's website located at www.sec.gov, or by directing a written request to Perceptive Capital Solutions Corp, 51 Astor Place, 10th Floor, New York, New York 10003.
Forward Looking Statements
This press release includes forward-looking statements. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook" and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity; expectations and timing related to the success, cost and timing of product development activities, including timing of initiation, completion and data readouts for clinical trials and the potential approval of Freenome's tests and products, the size and growth potential of the markets for Freenome's tests and products; financing and other business milestones; potential benefits of the proposed business combination and other related transactions; and expectations relating to the proposed business combination and other related transactions. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Freenome's and PCSC's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of Freenome and PCSC. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or timely consummate the proposed business combination and other related transactions, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions (such as any SEC statements or enforcements or other actions relating to SPACs) that could adversely affect the combined company or the expected benefits of the proposed business combination and other related transactions; failure to realize the anticipated benefits of the proposed business combination and other related transactions; risks related to the approval of Freenome's products and tests and the timing of expected regulatory and business milestones; ability to negotiate definitive contractual arrangements with potential customers; the impact of competitive products and tests; ability to obtain sufficient supply of materials; ability to obtain additional financing; ability to attract and retain qualified personnel; global economic and political conditions; the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; legal and regulatory changes; the outcome of any legal proceedings that may be instituted against PCSC or Freenome related to the proposed business combination; the effects of competition on Freenome's future business; the amount of redemption requests made by PCSC's public shareholders. Additional risks related to Freenome's business include, but are not limited to: uncertainty regarding outcomes of Freenome's product development activities, including timing of initiation, completion and data readouts for clinical trials and the potential approval of Freenome's tests and products; risks associated with Freenome's efforts to commercialize its product candidates; Freenome's ability to maintain its existing agreements with third parties and to negotiate and enter into new definitive agreements on favorable terms, if at all; the impact of competing product candidates on Freenome's business; intellectual property-related claims; Freenome's ability to attract and retain qualified personnel; and Freenome's ability to source the raw materials for its product candidates. Additional risks related to PCSC and Freenome include those factors discussed in the Registration Statement and definitive Proxy Statement/Prospectus and also set forth in the section entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" in PCSC's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, PCSC's Annual Report on Form 10-K for the year ended December 31, 2025, and in those documents that PCSC has filed, or will file, with the SEC.
If any of these risks materialize or PCSC's or Freenome's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither PCSC nor Freenome presently know or that PCSC and Freenome currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect PCSC's and Freenome's expectations, plans, or forecasts of future events and views as of the date of this press release and are qualified in their entirety by reference to the cautionary statements herein. PCSC and Freenome anticipate that subsequent events and developments will cause PCSC's and Freenome's assessments to change. These forward-looking statements should not be relied upon as representing PCSC's and Freenome's assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements. Neither PCSC, Freenome nor any of their respective affiliates undertake any obligation to update these forward-looking statements, except as required by law.
Participants in the Solicitation
PCSC, Freenome, and their respective directors and executive officers may be deemed to be participants in the solicitations of proxies from PCSC's shareholders with respect to the Business Combination and the other matters set forth in the Registration Statement. Information regarding PCSC's directors and executive officers, and a description of their interests in PCSC is contained in the definitive Proxy
Statement/Prospectus which was filed with the SEC and may be obtained free of charge at the SEC's website located at www.sec.gov, or by directing a request to Perceptive Capital Solutions Corp, 51 Astor Place, 10th Floor, New York, New York 10003. Additional information regarding the interests of such participants in the proxy solicitation and a description of their direct and indirect interests, is contained in the definitive Proxy Statement/Prospectus. Shareholders, potential investors and other interested persons should read the definitive Proxy Statement/Prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from the sources described above.
No Offer or Solicitation
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, or a recommendation to purchase, any securities, in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the proposed business combination or any related transactions, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful. This press release is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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SOURCE Freenome Holdings, Inc.